Stora Enso's Annual General Meeting and
STORA ENSO OYJ Stock Exchange Release 20 March 2003 at 19.00
Stora Enso's Annual General Meeting and decisions by the Board of Directors Stora Enso's Annual General Meeting (AGM) on 20 March 2003 adopted the accounts for 2002 and granted the company's Board of Directors and Chief Executive Officer discharge from responsibility for the period. The AGM approved a proposal by the Board of Directors that a dividend of EUR 0.45 per share be paid for the financial year 2002. The company will pay the dividend on 4 April 2003 to the shareholders entered in the shareholder registers maintained by the Finnish Central Securities Depository, VPC and Citibank on the dividend record date, 25 March 2003. Dividends for VPC- registered shares will be paid in Swedish krona and dividends for ADR holders will be paid in US dollars. The AGM approved a proposal that Krister Ahlström, Claes Dahlbäck, Harald Einsmann, Björn Hägglund, Jukka Härmälä, George W. Mead, Ilkka Niemi, Paavo Pitkänen, Jan Sjöqvist and Marcus Wallenberg be re-elected as members of the Board of Directors to serve until the end of the following AGM, and that Barbara Kux be elected as a new member of the Board of Directors to replace Josef Ackermann, who was resigning from office. The AGM approved a proposal that Authorised Public Accountants PricewaterhouseCoopers Oy be elected to act as an auditor of the Company until the end of the following AGM. The AGM approved the proposed annual remuneration for the Board of Directors as follows: Chairman 135 000 EUR Deputy Chairman 85 000 EUR Members 60 000 EUR Remuneration is paid only to non-executive Board members. The AGM also approved the following proposals by the Board of Directors: 1) The share capital will be reduced by EUR 60 509 460 through the cancellation of 93 800 Series A shares and 35 500 000 Series R shares that were repurchased with the approval of the AGM on 19 March 2002, repurchasing started 24 May 2002. 2) The Board of Directors was authorised to use distributable equity of the company to repurchase not more than 9 100 000 Series A shares and not more than 34 000 000 Series R shares in the company, but not exceeding 5% of the votes or the share capital. Shares may not be repurchased other than through public trading and at the price prevailing at the time of the repurchase. Shares may be repurchased for the purpose of improving the capital structure, for use in financing corporate acquisitions and other arrangements, or to be sold or otherwise transferred or cancelled. Cancellation of shares would require a separate resolution by a Shareholders' Meeting. The Board of Directors is authorised to decide on other terms and conditions relating to repurchases. This authorisation is valid up to and including 19 March 2004. 3) The Board of Directors was authorised to dispose of not more than 9 100 000 Series A shares and not more than 34 000 000 Series R shares in the company held by the same. The Board was authorised to decide to whom and in what manner to dispose of these shares in the company. The shares can be disposed of by derogation from the pre-emptive rights of the existing shareholders, as consideration in possible corporate acquisitions or other arrangements, or sold in public trading. The Board was authorised to decide the sales price or other consideration for the shares as well as the basis for the determination of such consideration, and the shares can be disposed of for a consideration other than cash. The Board of Directors was authorised to decide on all other terms and conditions of the disposal. This authorisation is valid up to and including 19 March 2004. 4) The Articles 9, 11 and 15 of the Articles of Association were amended as follows: - The period during which the shareholders must notify the Company of their intention to attend the Shareholders' Meeting cannot be decided to end earlier than 10 days prior to the meeting. - The summons to the Shareholders' Meeting must be issued no later than 17 days prior to the meeting. - The request for conversion of series A share to series R share by the shareholder who owns series A shares can be made at any time. Decisions by the Board of Directors At its meeting held after the AGM, the Stora Enso Board of Directors elected from among its members Claes Dahlbäck as its Chairman and Krister Ahlström as Vice Chairman. Claes Dahlbäck, Krister Ahlström and Harald Einsmann will continue as members of the Stora Enso Compensation Committee. George W. Mead, Ilkka Niemi, Paavo Pitkänen and Marcus Wallenberg will continue as members of the Financial and Audit Committee. Jan Sjöqvist was elected a new member of this committee. The Board also decided to repurchase not more than 9 100 000 Series A shares and not more than 34 000 000 Series R shares in the company. The repurchases will be undertaken as authorised by the AGM. The repurchases will start at the earliest on 27 March 2003. For further information, please contact: Jyrki Kurkinen, Senior Vice President, Legal Affairs, tel. +358 2046 21217 Kari Vainio, Executive Vice President, Corporate Communications, tel. +44 77 9934 8197 www.storaenso.com www.storaenso.com/investors STORA ENSO OYJ p.p. Jussi Siitonen Pauli Mäkimaa